<PAGE> 1
Pricing Supplement No. 2 Filing Under Rule 424(b)(3)
Dated: October 22, 1997 Registration No. 333-4288
(To Prospectus dated May 7, 1996 and
Prospectus Supplement dated August 1, 1996)
$75,000,000
UGI UTILITIES, INC.
SERIES B MEDIUM-TERM NOTES
<TABLE>
<S> <C> <C>
PRINCIPAL AMOUNT: $20,000,000 CUSIP: 90269Q AE9 FIXED RATE NOTE: YES
AMORTIZING NOTE: YES _____ NO __X__ INDEXED NOTE: YES _____ NO __X__ FLOATING RATE NOTE: NO
(SEE BELOW) (SEE BELOW) (SEE BELOW)
</TABLE>
<TABLE>
<S> <C>
FIXED RATE NOTES/FLOATING RATE NOTES FLOATING RATE NOTES:
Original Issue Date: October 28, 1997 Base Rate:
Interest Rate (if fixed rate): 7.25% _____ CD Rate
Subject to change before maturity date: _____ Commercial Paper Rate
Yes _____ (See Below) No __x__ _____ Federal Funds Rate
Maturity Date: 11/1/2017 _____ LIBOR (See Below)
Issue Price (as a percentage of _____ Prime Rate
principal amount): 100% _____ Treasury Rate
Presenting Agent/Principal: Donaldson, Lufkin & Jenrette _____ Other (See Below)
Commission (%): 0.75% Index Maturity:
Net Proceeds to the Company (%): 99.25 Spread (plus or minus):
Redemption Commencement Date (if any): N/A Subject to change before maturity date:
Repayment Dates (if any): N/A Yes _____ (See Below) No _____
Redemption Price: N/A Spread Multiplier:
Repayment Price: N/A Subject to change before maturity date:
Interest Payment Dates: May 15, Nov 15 Yes _____ (See Below) No _____
Original Issue Discount Note: Maximum Interest Rate:
Yes: _____ No: __x__ Minimum Interest Rate:
If Yes: Initial Interest Period:
Yield to Maturity: Initial Interest Rate:
Initial Accrual Period: Interest Reset Periods:
OID Default Amount: Interest Reset Dates:
Reset of Interest Rate, Spread or Interest Determination Dates:
Spread Multiplier: Calculation Dates: A/S
Yes: _____ (See Below) No: __x__ Regular Record Date: A/S
Any material United States income tax
consequences of purchasing, holding or
disposing of the Notes:
A/S: __x__ Other:_______________
</TABLE>
NO ADDITIONAL TERMS
As of the date of this Pricing Supplement the aggregate initial public
offering price of the Notes (as defined in the Prospectus Supplement) which have
been sold (including the Notes to which this Pricing Supplement relates) is
$40,000,000; and the aggregate initial public offering price of Debt Securities
(as defined in the Prospectus) which have been sold (including the Notes to
which this Pricing Supplement relates) is $40,000,000. "N/A" as used herein
means "Not Applicable", "A/S" as used herein means "As stated in the Prospectus
Supplement referred to above."
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION